Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~December~~June 5, ~~2014, 39,577,121~~2015, 39,953,934 shares of registrant’s common stock were outstanding.


	November 1, 2014			February 1, 2014			May 2, 2015			January 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	157,127		$	13,389		$	103,767		$	148,934
Short-term investments								75,507			62,168
Accounts receivable—net		27,646			22,028			25,509			25,965
Merchandise inventories		610,497			453,845			601,739			559,297
Current deferred tax assets		21,400			21,400			27,935			27,904
Prepaid expense and other current assets		101,592			103,153			99,925			87,976

Total current assets		918,262			613,815			934,382			912,244

Long-term investments								9,277			18,338
Property and equipment—net		331,988			214,909			458,113			390,844
Goodwill		124,592			122,424			124,483			124,424
Trademarks and domain names		47,833			47,410
Other intangible assets—net		858			1,298
Trademarks and other intangible assets								48,535			48,554
Non-current deferred tax assets		17,702			16,980			8,654			8,689
Other assets		11,088			8,267
Other non-current assets								18,858			22,906

Total assets	$	1,452,323		$	1,025,103		$	1,602,302		$	1,525,999

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	262,381		$	206,778		$	240,422		$	235,159
Deferred revenue and customer deposits		69,927			53,595			76,596			73,550
Current deferred tax liabilities		144			145
Other current liabilities		44,551			56,930			36,054			35,720

Total current liabilities		377,003			317,448			353,072			344,429

Convertible senior notes—net (Note 7)		281,014			—
Revolving line of credit		—			85,425
Convertible senior notes—net								287,799			284,388
Financing obligations under build-to-suit lease transactions								172,174			124,770
Deferred rent and lease incentives		39,406			37,727			41,893			40,552
Other non-current obligations		116,545			39,231			28,855			28,944

Total liabilities		813,968			479,831			883,793			823,083

Commitments and contingencies (Note 13)		—			—
Commitments and contingencies (Note 15)								—			—

Stockholders’ equity:
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized, no shares issued and outstanding as of November 1, 2014 and February 1, 2014		—			—
Common stock, $0.0001 par value per share, 180,000,000 shares authorized, 39,523,759 shares issued and outstanding as of November 1, 2014 and 39,124,764 shares issued and outstanding as of February 1, 2014		4			4
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized, no shares issued or outstanding as of May 2, 2015 and January 31, 2015								—			—
Common stock, $0.0001 par value per share, 180,000,000 shares authorized, 40,246,689 shares issued and 39,954,426 shares outstanding as of May 2, 2015; 40,184,803 shares issued and 39,892,540 shares outstanding as of January 31, 2015								4			4
Additional paid-in capital		645,914			584,641			677,208			668,989
Accumulated other comprehensive income		537			629
Retained earnings (accumulated deficit)		11,185			(37,292	)
Treasury stock—at cost, 292,263 and 40,353 shares, respectively		(19,285	)		(2,710	)
Accumulated other comprehensive loss								(284	)		(502	)
Retained earnings								60,866			53,710
Treasury stock—at cost, 292,263 shares as of May 2, 2015 and January 31, 2015								(19,285	)		(19,285	)

Total stockholders’ equity		638,355			545,272			718,509			702,916

Total liabilities and stockholders’ equity	$	1,452,323		$	1,025,103		$	1,602,302		$	1,525,999

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.


	Nine Months Ended						Three Months Ended
	November 1, 2014			November 2, 2013			May 2, 2015			May 3, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	48,477		$	(8,447	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net income							$	7,156		$	1,795
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		24,995			19,959			9,979			7,640
Amortization of debt discount		4,754			—			3,250			—
Excess tax benefit from exercise of stock options		(7,937	)		(1,440	)		(1,075	)		(5,364	)
Stock-based compensation expense		11,660			65,847			5,299			2,231
Deferred income taxes		309			(12,872	)
Amortization of deferred financing fees and debt issuance costs		794			897
Other non-cash interest expense								536			168
Change in assets and liabilities:
Accounts receivable		(5,626	)		(5,003	)		472			3,106
Merchandise inventories		(156,660	)		(94,980	)		(42,253	)		(29,631	)
Prepaid expense and other assets		4,396			(11,973	)		(11,189	)		(19,665	)
Accounts payable and accrued expenses		44,818			48,258			7,673			4,346
Deferred revenue and customer deposits		16,332			9,607			3,046			338
Other current liabilities		(10,808	)		18,323			1,444			(22,822	)
Deferred rent and lease incentives		2,203			3,476			1,266			593
Other non-current obligations		(465	)		(1,197	)		17			46

Net cash provided by (used in) operating activities		(22,758	)		30,455
Net cash used in operating activities								(14,379	)		(57,219	)

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(69,690	)		(57,622	)		(29,227	)		(16,515	)
Purchase of trademarks and domain names		(423	)		—
Purchase of investments								(19,471	)		—
Maturities of investments								15,000			—

Net cash used in investing activities		(70,113	)		(57,622	)		(33,698	)		(16,515	)

CASH FLOWS FROM FINANCING ACTIVITIES
Gross borrowings under revolving line of credit		749,945			1,190,178			—			469,594
Gross repayments under revolving line of credit		(835,370	)		(1,164,434	)		—			(405,873	)
Proceeds from issuance of convertible senior notes		350,000			—
Proceeds from issuance of warrants		40,390			—
Purchase of convertible note hedges		(73,325	)		—
Convertible debt issuance costs		(5,385	)		—
Payments on capital leases		(1,655	)		(1,418	)		(83	)		(985	)
Proceeds from the exercise of stock options		6,220			1,436
Excess tax benefit from the exercise of stock options		7,937			1,440
Tax withholdings related to the issuance of stock-based awards		(2,115	)		(178	)
Proceeds from exercise of stock options								2,221			3,500
Excess tax benefit from exercise of stock options								1,075			5,364
Tax withholdings related to issuance of stock-based awards								(376	)		(317	)

Net cash provided by financing activities		236,642			27,024			2,837			71,283

Effects of foreign currency exchange rate translation		(33	)		(14	)		73			4

Net increase (decrease) in cash and cash equivalents		143,738			(157	)
Net decrease in cash and cash equivalents								(45,167	)		(2,447	)
Cash and cash equivalents
Beginning of period		13,389			8,354			148,934			13,389

End of period	$	157,127		$	8,197		$	103,767		$	10,942

Non-cash transactions:
Property and equipment acquired under capital lease	$	6,836		$	—
Property and equipment acquired under build-to-suit lease transactions		54,181			24,734
Property and equipment additions in accounts payable and accrued expenses at period end		18,405			15,667
Property and equipment additions due to build-to-suit lease transactions							$	47,404		$	12,587
Property and equipment additions in accounts payable and accrued expenses at period-end								8,380			11,944
Property and equipment additions from use of construction related deposits								2,942			—
Issuance of non-current notes payable related to share repurchases from former employees		16,575			2,524			—			15,682

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Restoration Hardware Holdings, Inc., a Delaware corporation, together with its subsidiaries (collectively, the “Company”), is a luxury home furnishings retailer that offers a growing number of categories including furniture, lighting, textiles, bathware, décor, outdoor and garden, tableware and children’s furnishings. These products are sold through the Company’s stores, catalogs and websites. As of ~~November 1, 2014,~~May 2, 2015, the Company operated a total of 6867 retail stores and 1817 outlet stores in 2928 states, the District of Columbia and Canada, and had sourcing operations in Shanghai and Hong Kong.

The accompanying unaudited interim condensed consolidated financial statements have been prepared from the Company’s records and, in management’s opinion, include all adjustments necessary to fairly state the Company’s financial position as of ~~November 1, 2014,~~May 2, 2015, and the results of operations for the three ~~and nine~~ months ended ~~November 1, 2014~~May 2, 2015 and ~~November 2, 2013, and changes of cash flow for the nine months ended November 1, 2014 and November 2, 2013.~~May 3, 2014. The Company’s current fiscal year ends on January ~~31, 2015~~30, 2016 (“fiscal ~~2014”~~2015”).

Certain information and disclosures normally included in the notes to annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted for purposes of these interim condensed consolidated financial statements.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended ~~February 1, 2014 (“2013~~January 31, 2015 (the “2014 Form 10-K”). Certain prior year amounts have been reclassified for consistency with the current period presentation. This reclassification had no effect on the previously reported consolidated results of operations, financial position or cash flows.

The results of operations for the three ~~and nine~~ months ended ~~November 1, 2014~~May 2, 2015 presented herein are not necessarily indicative of the results to be expected for the full fiscal year.

On February 3, 2014, the Company completed a business acquisition from an entity that is owned by an employee of the Company for an aggregate purchase price of $2.5 million. The Company accounted for this acquisition utilizing the purchase method. In accordance with the purchase method, all assets and liabilities were recorded at fair value, including goodwill and other intangible assets acquired. Goodwill and other intangible assets related to this acquisition are included in these condensed consolidated financial statements.

In June 2014, the Company issued $350 million principal amount of 0.00% convertible senior notes due 2019 in a private offering. In connection with the issuance of these notes, the Company entered into convertible note hedge transactions for which it paid an aggregate $73.3 million. In addition, the Company sold warrants for which it received aggregate proceeds of $40.4 million. Taken together, the Company received total cash proceeds of $311.7 million, net of the initial purchasers’ discounts and commissions and offering costs of $5.4 million. Refer to Note 7—~~Convertible Senior Notes~~.

On November 24, 2014, Restoration Hardware, Inc. and its Canadian subsidiary, Restoration Hardware Canada, Inc., entered into a Tenth Amended and Restated Credit Agreement, dated as of November 24, 2014, among Restoration Hardware, Inc. and Restoration Hardware Canada, Inc., as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent. This agreement amended and restated the Ninth Amended and Restated Credit Agreement dated as of August 3, 2011, as amended. Refer to Note 8—~~Line of Credit~~.

The Financial Accounting Standards Board (“FASB”) is currently working on amendments to existing accounting standards governing a number of areas including, but not limited to, accounting for leases. In May 2013, the FASB issued an Accounting Standards Update (Revised),Leases (Topic 842) (the “Exposure Draft”), which would replace the existing guidance in ASC 840—Leases (“ASC 840”). Under the Exposure Draft, among other changes in practice, a lessee’s rights and obligations under most leases,

including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. Other significant provisions of the Exposure Draft include (i) defining the “lease term” to include the noncancellable period together with periods for which there is a significant economic incentive for the lessee to extend or not terminate the lease; (ii) defining the initial lease liability to be recorded on the balance sheet to contemplate only those variable lease payments that depend on an index or that are in substance “fixed”; and (iii) a dual approach for determining whether lease expense is recognized on a straight-line or accelerated basis, depending on whether the lessee is expected to consume more than an insignificant portion of the leased asset’s economic benefits. The comment period for the Exposure Draft ended on September 13, 2013. If and when effective, this Exposure Draft will likely have a significant impact on the Company’s consolidated financial statements. However, as the standard-setting process is still ongoing, the Company is unable to determine the impact this proposed change in accounting standards will have on its consolidated financial statements.

~~In July 2013, the FASB issued an~~~~Accounting Standards Update 2013-11~~—~~Income Taxes (Topic 740)~~, which requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions. This guidance is effective for annual and interim reporting periods beginning after December 15, 2013, with early adoption permitted. The Company adopted this guidance in the first quarter of fiscal 2014 and adoption did not have a material impact on its consolidated financial statements.

In May 2014, the FASB and International Accounting Standards Board issued their converged accounting standard update on revenue recognition,Accounting Standards Update 2014-09—Revenue from Contracts with Customers (Topic 606). This guidance outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Under the new guidance, transfer of control is no longer the same as transfer of risks and rewards as indicated in the prior guidance. The Company will also need to apply the new guidance to determine whether revenue should be recognized over time or at a point in time. This guidance is

effective retrospectively for fiscal ~~years and interim periods within those~~ years beginning after December 15, 2016 (the Company’s first quarter of fiscal 2017)., and interim periods within those years. However, on April 28, 2015, the FASB proposed to defer the effective date by one year, and the Company will monitor if or when the deferral is approved. The Company ~~does not~~is currently ~~believe~~evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption on its consolidated financial statements.

In February 2015, the FASB issuedAccounting Standards Update No. 2015-02— Consolidation (Topic 810): Amendments to the Consolidation Analysis, which improves targeted areas of the consolidation guidance and reduces the number of consolidation models. The amendments to the guidance are effective for fiscal years beginning after December 15, 2015 (the Company’s first quarter of fiscal 2016), and interim periods within those years, with early adoption permitted. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements.

In April 2015, the FASB issued Accounting Standards Update 2015-03— Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in ASU 2015-03 require that debt issuance costs related to a ~~material impact~~recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The update requires retrospective application and represents a change in accounting principle. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within those years. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements.

In April 2015, the FASB issued Accounting Standards Update No. 2015-05— Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments in ASU 2015-05 are effective for fiscal years beginning after December 15, 2015, and interim periods within those years. Early adoption is permitted. The guidance may be applied either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements.

Prepaid expense and other current assets consist of the following (in thousands):


	November 1, 2014		February 1, 2014		May 2, 2015		January 31, 2015
Capitalized catalog costs	$	61,767	$	49,274	$	47,697	$	46,911
Vendor deposits		23,259		36,694		27,055		21,585
Prepaid expense and other current assets		16,566		17,185		25,173		19,480

Total prepaid expense and other current assets	$	101,592	$	103,153	$	99,925	$	87,976

The following sets forth the goodwill and intangible assets as of ~~November 1, 2014~~May 2, 2015 (in thousands):


	Gross Carrying Amount			Accumulated Amortization			Foreign Currency Translation		Net Book Value			Gross Carrying Amount			Accumulated Amortization			Foreign Currency Translation		Net Book Value
Intangible assets subject to amortization:
Intangible assets subject to amortization
Fair value of leases⁽¹⁾
Fair market write-up	$	5,748		$	(4,953	)	$	43	$	838		$	2,562		$	(1,945	)	$	—	$	617
Fair market write-down⁽²⁾		(1,467	)		1,084			—		(383	)		(1,467	)		1,169			—		(298	)
Customer relationships⁽³⁾		80			(60	)		—		20

Total intangible assets subject to amortization		4,361			(3,929	)		43		475		$	1,095		$	(776	)	$	—	$	319
Intangible assets not subject to amortization:

Intangible assets not subject to amortization
Goodwill		124,461			—			131		124,592		$	124,461		$	—		$	22	$	124,483
Trademarks and domain names		47,833			—			—		47,833	��	$	47,918		$	—		$	—	$	47,918

Total intangible assets	$	176,655		$	(3,929	)	$	174	$	172,900

The following sets forth the goodwill and intangible assets as of January 31, 2015 (in thousands):

~~The following sets forth the goodwill and intangible assets as of February 1, 2014 (~~~~in thousands~~):

Accounts payable and accrued expenses consist of the following (in thousands):


	November 1, 2014		February 1, 2014		May 2, 2015		January 31, 2015
Accounts payable	$	149,445	$	116,306	$	146,391	$	133,063
Accrued compensation		32,538		29,498		34,119		35,942
Accrued freight and duty		19,670		21,309		16,982		22,747
Accrued sales taxes		17,375		13,995		16,770		21,240
Accrued catalog costs						11,198		4,582
Accrued occupancy						8,594		7,530
Accrued professional fees						1,980		2,319
Accrued legal settlements		14,873		6,970		1,430		4,309
Accrued occupancy		11,504		6,306
Accrued catalog costs		9,163		7,663
Accrued professional fees		3,220		3,119
Other accrued expenses		4,593		1,612		2,958		3,427

Total accounts payable and accrued expenses	$	262,381	$	206,778	$	240,422	$	235,159

Accounts payable included negative cash balances due to outstanding checks of ~~$9.7~~$1.4 million and ~~$25.5~~$17.5 million as of ~~November 1, 2014~~May 2, 2015 and ~~February 1, 2014,~~January 31, 2015, respectively.


	November 1, 2014		February 1, 2014		May 2, 2015		January 31, 2015
Unredeemed gift card and merchandise credit liability	$	21,773	$	18,830	$	22,658	$	23,004
Allowance for sales returns						9,762		10,235
Federal, state and foreign tax payable		11,357		22,254		2,793		1,509
Allowance for sales returns		10,488		12,142
Capital lease obligation—current		333		1,807
Capital lease obligations—current						236		255
Other liabilities		600		1,897		605		717

Total other current liabilities	$	44,551	$	56,930	$	36,054	$	35,720

Interest expense related to financing obligations under build-to-suit lease transactions was $1.6 million and $0.5 million for the three months ended November 1, 2014 and November 2, 2013, respectively. Interest expense related to financing obligations under build-to-suit lease transactions was $3.8 million and $0.7 million for the nine months ended November 1, 2014 and November 2, 2013, respectively.

Interest expense related to the notes payable for share repurchases was $0.2 million and $30,000 for the three months ended November 1, 2014 and November 2, 2013, respectively. Interest expense related to the notes payable for share repurchases was $0.6 million and $30,000 for the nine months ended November 1, 2014 and November 2, 2013, respectively.


	May 2, 2015		January 31, 2015
Notes payable for share repurchases	$	19,285	$	19,285
Capital lease obligations—non-current		7,422		7,487
Unrecognized tax benefits		1,123		1,108
Other non-current obligations		1,025		1,064

Total other non-current obligations	$	28,855	$	28,944

InOn June 18, 2014, the Company issued $350 million principal amount of 0.00% convertible senior notes due 2019 (the “Notes”) in a private offering. The Notes are governed by the terms of an indenture between the Company and U.S. Bank National Association, as the Trustee. The Notes will mature on June 15, 2019, unless earlier purchased by the Company or converted. The Notes will not bear interest, except that the Notes will be subject to “special interest” in certain limited circumstances in the event of the failure of the Company to perform certain of its obligations under the indenture governing the Notes. The Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. Certain events are also considered “events of default” under the Notes, which may result in the acceleration of the maturity of the Notes, as described in the indenture governing the Notes.

The initial conversion rate applicable to the Notes is 8.6143 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $116.09 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change,” the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change.

Prior to March 15, 2019, the Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2014, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of the Company’s common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the five consecutive business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. As of May 2, 2015, none of these conditions have occurred and, as a result, the Notes are not convertible as of May 2, 2015. On and after March 15, 2019, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Notes will be settled, at the Company’s election, in cash, shares of

the Company’s common stock, or a combination of cash and shares of the Company’s common stock. If the Company has not delivered a notice of its election of settlement method prior to the final conversion period it will be deemed to have elected combination settlement with a dollar amount per note to be received upon conversion of $1,000.

Under GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the Notes and the fair value of the liability component of the Notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) will be amortized to interest expense using an effective interest rate of 4.51% over the term of the Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

In accounting for the debt issuance costs related to the issuance of the Notes, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component are amortized to interest expense using the effective interest method over the term of the Notes, and debt issuance costs attributable to the equity component are netted with the equity component in stockholders’ equity.

Debt issuance costs related to the Notes were comprised of discounts and commissions payable to the initial purchasers of $4.4 million and third party offering costs of $1.0 million. Discounts and commissions payable to the initial purchasers attributable to the liability component were recorded as a contra-liability and are presented net against the convertible senior notes balance on the condensed consolidated balance sheets. Third party offering costs attributable to the liability component were recorded as an asset and are presented in other assets on the condensed consolidated balance sheets. During the three ~~and nine~~ months ended ~~November 1, 2014,~~May 2, 2015, the Company recorded $0.2 million ~~and $0.3 million, respectively,~~ related to the amortization of debt issuance costs.

The ~~Notes consist~~carrying value of the ~~following components~~Notes is as ~~of November 1, 2014~~follows (in thousands):


				May 2, 2015			January 31, 2015
Liability component
Principal	$	350,000		$	350,000		$	350,000
Less: Debt discount		(65,728	)		(59,263	)		(62,513	)

Net carrying amount	$	284,272		$	290,737		$	287,487

Equity component⁽¹⁾	$	70,482		$	70,482		$	70,482

The Company recorded interest expense of ~~$3.2 million and $4.8~~$3.3 million for the amortization of the debt discount related to the Notes ~~for~~during the three ~~and nine~~ months ended ~~November 1, 2014, respectively.~~May 2, 2015.

The fair value of the Notes, which was determined based on inputs that are observable in the market (Level 2), and the carrying value of the debt instruments (carrying value excludes the equity component of the Notes classified in stockholders’ equity) were as follows as of November 1, 2014 (~~in thousands~~):

In connection with the offering of the Notes, the Company entered into convertible note hedge transactions whereby the Company has the option to purchase a total of approximately 3.0 million shares of its common stock at a price of approximately $116.09 per share. The total cost of the convertible note hedge transactions was $73.3 million. In addition, the Company sold warrants whereby the holders of the warrants have the option to purchase a total of approximately 3.0 million shares of the Company’s common stock at a price of $171.98 per share. The Company received $40.4 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset any actual dilution from the conversion of the Notes and to effectively increase the overall conversion price from $116.09 per share to $171.98 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets.

The Company recorded a deferred tax liability of $27.5 million in connection with the debt discount associated with the Notes and recorded a deferred tax asset of $28.6 million in connection with the convertible note hedge transactions. Both the deferred tax liability and deferred tax assets are included in non-current deferred tax assets on the condensed consolidated balance sheets.

restated credit agreement with the ~~issuance~~lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent. The amended and restated credit agreement increased the ~~convertible senior notes,~~existing revolving line of credit by $182.5 million, while eliminating the $15.0 million term loan facility under the existing revolving line of credit. Under the amended and restated credit agreement, which has a maturity date of November 24, 2019, the Company ~~paid $154.8 million~~has the option to ~~settle all outstanding loan amounts under~~increase the amount of the revolving line of credit ~~including principal and interest.~~ by up to an additional $200.0 million, subject to satisfaction of certain customary conditions at the time of such increase.

As of ~~November 1, 2014,~~May 2, 2015, the Company did not have any amounts outstanding under the revolving line of credit. As of ~~November 1, 2014,~~May 2, 2015, the Company had ~~$381.9~~$435.5 million undrawn borrowing availability under the revolving line of credit. As of ~~November 1, 2014~~May 2, 2015 and ~~February 1, 2014,~~January 31, 2015, the Company had ~~$18.1~~$12.2 million and ~~$18.9~~$20.2 million in outstanding letters of credit, respectively.

Borrowings under the revolving line of credit are subject to interest, at the borrowers’ option, at either the bank’s reference rate or LIBOR (or the Bank of America “BA” Rate or the Canadian Prime Rate, as such terms are defined in the credit agreement, for Canadian borrowings denominated in Canadian dollars or the United States Index Rate or LIBOR for Canadian borrowings denominated in United States dollars) plus an applicable margin rate, in each case.

The credit agreement contains various restrictive covenants, including, among others, limitations on the ability to incur liens, make loans or other investments, incur additional debt, issue additional equity, merge or consolidate with or into another person, sell assets, pay dividends or make other distributions, or enter into transactions with affiliates, along with other restrictions and limitations typical to credit agreements of this type and size. As of ~~November 1, 2014,~~May 2, 2015, the Company was in compliance with all covenants contained in the credit agreement.

Certain financial assets and liabilities are required to be carried at fair value. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining the fair value, the Company ~~amended its existing revolving line~~utilizes market data or assumptions that it believes market participants would use in pricing the asset or liability, which would maximize the use of ~~credit by entering into an amended~~observable inputs and ~~restated credit agreement with~~minimize the ~~lenders party thereto~~use of unobservable inputs to the extent possible, including assumptions about risk and ~~Bank of America, N.A. as administrative agent and collateral agent. The amended and restated credit agreement increased~~ the ~~existing revolving line of credit by $182.5 million, while eliminating~~risks inherent in the ~~$15.0 million term loan facility under the existing revolving line of credit. Under the amended and restated credit agreement, the Company has the~~

~~option to increase the amount~~inputs of the revolving line of credit by up to an additional $200.0 million, subject to satisfaction of certain customary conditions at the time of such increase. The amended and restated credit agreement has a maturity date of November 24, 2019.valuation technique.

The ~~availability~~degree of ~~credit at any given time under~~judgment used in measuring the ~~amended and restated credit agreement~~fair value of financial instruments generally correlates to the level of pricing observability. Pricing observability is ~~limited~~impacted by ~~reference to~~ a ~~borrowing base formula based upon numerous~~number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction. Financial instruments with readily available active quoted prices for which fair value can be measured generally will have a higher degree of ~~eligible inventory~~pricing observability and ~~eligible accounts receivable. As~~ a ~~result~~lesser degree of judgment used in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have less, or no, pricing observability and a higher degree of judgment used in measuring fair value.

The Company’s financial assets and liabilities measured and reported at fair value are classified and disclosed in one of the ~~borrowing base formula, the actual borrowing availability under the revolving line of credit could be less than the stated amount~~following categories:

A financial instrument’s categorization within the ~~amended and restated credit agreement are secured by substantially all~~fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

All of the Company’s ~~assets,~~investments are classified as available-for-sale and are carried at fair value. Assets measured at fair value were as follows (in thousands):

The Company invests excess cash primarily in investment-grade interest-bearing securities such as money market funds, certificates of deposit, commercial paper, municipal and government agency obligations and guaranteed obligations of the U.S. government, all of which are subject to minimal credit and market risks. The Company estimates the fair value of its commercial paper and U.S. government agency bonds by taking into consideration valuations obtained from third party pricing services. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trade dates of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities, prepayment/default projections based on historical data; and other observable inputs.

There were no purchases, sales, issuances, or settlements related to recurring level 3 measurements during the three months ended May 2, 2015 or May 3, 2014. There were no transfers into or out of level 1 and level 2 during the three months ended May 2, 2015 or May 3, 2014.

Amounts reported as cash and equivalents, receivables, and accounts ~~receivable, inventory, intangible assets, property, equipment, goods~~payable and ~~fixtures.~~accrued expenses approximate fair value. The estimated fair value and carrying value of the Notes (carrying value excludes the equity component of the Notes classified in stockholders’ equity) were as follows (in thousands):

The fair value of the Notes were determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of the Company’s convertible notes, when available, the Company’s stock price and interest rates based on similar debt issued by parties with credit ratings similar to the Company (level 2).

As the Company’s debt obligations under the revolving line of credit are ~~subject to interest, at~~variable rate, there are no significant differences between the ~~borrowers’ option, at either~~estimated fair value (level 2) and carrying value.

The Company did not record an impairment charge on long-lived assets during the ~~bank’s reference rate~~three months ended May 2, 2015 or LIBOR (or the BA Rate or the Canadian Prime Rate, as such terms are defined in the credit agreement, for Canadian borrowings denominated in Canadian dollars or the United States Index Rate or LIBOR for Canadian borrowings denominated in United States dollars) plus an applicable margin rate, in each case. The amended and restated credit agreement contains various restrictive covenants, including, among others, limitations on the ability to grant liens, make loans or other investments, incur additional debt, issue additional equity, merge or consolidate with or into another person, sell assets, pay dividends or make other distributions or enter into transactions with affiliates, along with other restrictions and limitations typical to credit agreements of this type and size. The amended and restated credit agreement does not contain any significant financial or coverage ratio covenants unless the domestic availability under the revolving line of credit is less than the greater of (i) $20.0 million and (ii) 10% of the lesser of (A) the aggregate domestic commitments under the amended and restated credit agreement and (B) the domestic borrowing base. If the availability under the amended and restated credit agreement is less than the foregoing amount, then the Company is required to maintain a consolidated fixed charge coverage ratio of at least one to one. Such ratio is approximately the ratio on the last day of each month on a trailing twelve-month basis of (a) (i) consolidated EBITDA (as defined in the amended and restated credit agreement) minus (ii) capital expenditures, minus (iii) the income taxes paid in cash to (b) the sum of (i) debt service charges plus (ii) certain dividends and distributions paid. The amended and restated credit agreement requires a daily sweep of cash to prepay the loans under the agreement while (i) an event of default exists or (ii) the availability under the revolving line of credit for extensions of credit to the Company is less than the greater of (A) $20.0 million and (B) 10% of the lesser of the domestic commitments and the domestic borrowing base.May 3, 2014.

The effective tax rate was ~~38.28%~~37.11% and ~~55.99%~~34.04% for the three months ended ~~November 1,~~May 2, 2015 and May 3, 2014, ~~and November 2, 2013,~~ respectively. The effective tax rate was 38.47% and a negative 11.07% for the nine months ended November 1, 2014, and November 2, 2013, respectively. The effective tax rate for the three and nine months ended November 1, 2014 included the reversal of a Canadian income tax contingency due to the lapse in the statute of limitations. The effective tax rate for the three months ended November 2, 2013 was significantly impacted by non-deductible stock-based compensation and other non-deductible expenses. The effective tax rate for the nine months ended November 2, 2013 was significantly impacted by the Company reporting a loss before income taxes, non-deductible stock-based compensation and other non-deductible expenses.

As of ~~November 1, 2014, the Company has a valuation allowance of $0.2~~both May 2, 2015 and January 31, 2015, $0.9 million ~~against deferred tax assets for its Shanghai operations.~~

~~As of November 1, 2014 and February 1, 2014, $1.1 million and $1.4 million, respectively,~~ of the exposures related to unrecognized tax benefits would affect the effective tax rate if realized and are included in other non-current obligations on the condensed consolidated balance sheets. These amounts are primarily associated with foreign tax exposures that would, if realized, reduce the amount of net operating losses that would ultimately be utilized. As of ~~November 1, 2014,~~May 2, 2015, the Company does not have any exposures related to unrecognized tax benefits that are expected to decrease in the next 12 months.

Adjustments required upon adoption of accounting for uncertainty in income taxes related to deferred tax assets were offset by the related valuation allowance. Future changes to the Company’s assessment of the realizability of those deferred tax assets will impact the effective tax rate. The Company accounts for interest and penalties related to exposures as a component of income tax expense. The Company had an interest ~~accruals~~accrual of $0.2 ~~million and $0.3~~ million associated with exposures as of ~~November 1, 2014~~both May 2, 2015 and ~~February 1, 2014, respectively.~~January 31, 2015.

The weighted-average shares used for ~~earnings~~net income per share is as follows:

~~For the nine months ended November 2, 2013, basic and diluted shares were equal as the Company was in a loss position.~~

The following number of options and restricted stock units were excluded from the calculation of diluted ~~earnings~~net income per share because their inclusion would have been anti-dilutive:


	Three Months Ended				Nine Months Ended				Three Months Ended
	November 1, 2014		November 2, 2013		November 1, 2014		November 2, 2013		May 2, 2015		May 3, 2014
Options		1,310,664		1,294,006		2,110,191		9,410,530		129,508		1,362,462
Restricted stock units		2,901		37,662		14,549		273,283		4,855		22,750

Total anti-dilutive stock-based awards		1,313,565		1,331,668		2,124,740		9,683,813		134,363		1,385,212

Certain options and awards granted under the Company’s equity plans contain a repurchase right, which may be exercised at the Company’s discretion in the event of the termination of an employee’s employment with the Company.

During the three months ended ~~November 1, 2014, no~~May 2, 2015, the Company did not repurchase any shares ~~were repurchased.~~of common stock from former employees. During the ~~nine~~three months ended ~~November 1,~~May 3, 2014, the Company repurchased ~~251,910~~241,322 shares of common stock from former employees pursuant to such repurchase right for fair value at a purchase price of $16.6 million. The repurchases were settled with the issuance of promissory notes bearing interest at a weighted-average rate of approximately 5%, paid annually, with principal due generally at the end of an 8-year term.

During the three and nine months ended November 2, 2013, the Company repurchased 37,883 shares of common stock from former employees pursuant to such repurchase right for fair value at a purchase price of $2.5$15.7 million. The repurchases were settled with the issuance of promissory notes bearing interest at 5%, paid annually, with principal due at the end of ~~a 10-year~~an 8-year term.

~~As of November 1, 2014 and February 1, 2014, the~~The aggregate unpaid principal amount of the notes payable for share repurchases was $19.3 million as of both May 2, 2015 and ~~$2.7 million, respectively,~~January 31, 2015, which is included in other non-current obligations on the condensed consolidated balance sheets. ~~During the three and nine months ended November 1, 2014 and November 2, 2013, the~~The Company recorded interest expense on the outstanding ~~notes. Refer to Note 6~~—~~Other Non-Current Obligations~~.notes of $0.2 million during both the three months ended May 2, 2015 and May 3, 2014.

The Company estimates the value of equity grants based upon an option-pricing model and recognizes this estimated value as compensation expense over the vesting periods. The Company recognizes expense associated with performance-based awards when it becomes probable that the performance condition will be met. Once it becomes probable that an award will vest, the Company recognizes compensation expense equal to the number of shares which are probable to vest multiplied by the fair value of the related shares measured at the grant date.

Stock-based compensation expense is included in selling, general and administrative expenses on the condensed consolidated statements of ~~operations.~~income. The Company recorded stock-based compensation expense of ~~$5.0~~$5.3 million and ~~$1.5~~$2.2 million in the three months ended ~~November 1,~~May 2, 2015 and May 3, 2014, ~~and November 2, 2013, respectively. The Company recorded stock-based compensation expense of $11.7 million and $65.8 million in the nine months ended November 1, 2014 and November 2, 2013,~~ respectively. No stock-based compensation cost has been capitalized in the accompanying condensed consolidated financial statements.

As of ~~November 1, 2014, 7,062,447~~May 2, 2015, 6,789,562 options were outstanding with a weighted-average exercise price of ~~$50.00~~$52.15 per share and ~~5,503,122~~5,135,927 options were vested with a weighted-average exercise price of ~~$46.99~~$48.30 per share. The aggregate intrinsic value of options outstanding, options vested or expected to vest, and options exercisable as of ~~November 1, 2014~~May 2, 2015 was ~~$214.3~~$239.5 million, ~~$211.3~~$236.0 million,

and ~~$183.4~~$190.0 million, respectively. Stock options exercisable as of ~~November 1, 2014~~May 2, 2015 had a weighted-average remaining contractual life of ~~8.14~~7.68 years. As of ~~November 1, 2014,~~May 2, 2015, the total unrecognized compensation expense related to unvested options was ~~$29.3~~$32.7 million, which is expected to be recognized on a straight-line basis over a weighted-average period of ~~4.19~~3.84 years.

As of ~~November 1, 2014,~~May 2, 2015, the Company had ~~740,740~~744,852 restricted stock and restricted stock unit awards outstanding with a weighted-average grant date fair value of ~~$63.54~~$65.80 per share. During the three months ended ~~November 1, 2014, 25,200~~May 2, 2015, 10,428 restricted stock and restricted stock unit awards with a weighted-average grant date fair value of ~~$74.60 per share vested. During the nine months ended November 1, 2014, 66,228 restricted stock and restricted stock unit awards with a weighted-average grant date fair value of $65.79~~$48.70 per share vested. As of ~~November 1, 2014,~~May 2, 2015, there was ~~$36.1~~$34.2 million of total unrecognized compensation expense related to unvested restricted stock and restricted stock unit awards which is expected to be recognized over a weighted-average period of ~~3.98~~3.61 years.

In ~~November 2012,~~February 2015, the Company purchased an aircraft for a total purchase price of $9.5 million in ~~connection with~~order to facilitate more efficient business travel by the Company’s ~~initial public offering, Mr. Friedman and Mr. Alberini received unvested restricted shares under~~management team in development of the Company’s business.

On March 27, 2015, Restoration Hardware, ~~2012 Equity Replacement Plan in replacement~~Inc. (“RHI”), a wholly-owned subsidiary of ~~certain~~the Company and the operator of ~~their performance-based units granted under~~ the ~~Team Resto Ownership Plan. With respect to~~aircraft, entered into an Aircraft Time Sharing Agreement (the “Time Sharing Agreement”) with Gary Friedman, our Chief Executive Officer. The Time Sharing Agreement governs any use of the ~~1,331,548 shares received~~aircraft by Mr. Friedman for personal trips and provides that Mr. ~~Alberini in replacement~~Friedman will lease the aircraft and pay RHI an amount equal to the aggregate actual expenses of ~~certain of their performance-based units, such shares began to vest during~~each personal use flight based on the ~~period following the initial public offering when the price~~variable costs of the ~~Company’s common stock reached a 10-day average closing price per share~~flight, with the amount of ~~$31.00 for at least 10 consecutive trading days, and~~ such ~~shares fully vested when~~lease payments not to exceed the ~~price of~~maximum payment level established under the ~~Company’s common stock reached a 10-day average closing price per share of $46.50 for at least 10 consecutive trading days.~~

~~For~~Federal Aviation Administration rules. Mr. Friedman ~~these units were marked to market every period through the satisfaction of the vesting criteria in accordance with ASC Topic 718~~—~~Stock Compensation~~~~, due to his advisory role of Creator and Curator from October 2012 to June 2013.~~

~~During fiscal year 2012, 1,191,091 shares of the 1,331,548 shares received by Mr. Friedman and Mr. Alberini in replacement of certain of their performance-based units had vested in accordance~~maintains a deposit with the ~~performance objectives as described above. During~~Company, to be used towards payment of amounts due under the nine months ended November 2, 2013, the remaining unvested 140,457 shares of the 1,331,548 shares received by Mr. Alberini and Mr. Friedman had vested in accordance with the performance objectives as described above. The Company recorded a non-cash compensation charge of $3.4 million related to these awards in the nine months ended November 2, 2013, which is included in the total stock-based compensation amount above. All shares received by Mr. Friedman and Mr. Alberini in replacement of certain of their performance-based units have vested in accordance with the performance objectives. No additional compensation expense will be recorded in future periods related to these awards.Time Sharing Agreement.

The Company ~~has~~had no material off balance sheet commitments as of ~~November 1, 2014.~~May 2, 2015.

The Company is involved in lawsuits, claims and proceedings incident to the ordinary course of its business. These disputes are increasing in number as the business expands and the Company grows larger. Litigation is inherently unpredictable. As a result, the outcome of matters in which the Company is involved could result in unexpected expenses and liability that could adversely affect the Company’s operations. In addition, any claims against the Company, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources.

The Company reviews the need for any loss contingency reserves and establishes reserves when, in the opinion of management, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. Generally, in view of the inherent difficulty of predicting the outcome of those matters, particularly in cases in which claimants seek substantial or indeterminate damages, it is not possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no reserve is established until that time. As of ~~November 1, 2014,~~May 2, 2015, the Company has recorded a liability for the estimated loss related to these disputes. There is a possibility that additional losses may be incurred in excess of the amounts that the Company has accrued. However, the Company believes that the ultimate resolution of these current matters will not have a material adverse effect on its ~~condensed~~ consolidated financial statements.

In fiscal 2014 and the ~~nine months ended November 1, 2014,~~first quarter of fiscal 2015, material developments occurred in an ongoing legal proceeding involving the Company. On October 21, 2008, Mike Hernandez, individually and on behalf of others similarly situated, filed a class action in the Superior Court of the State of California for the County of San Diego against Restoration Hardware, Inc. alleging principally that the Company violated

California’s Song-Beverly Credit Card Act of 1971 by requesting and recording ZIP codes from customers paying with credit cards. On May 23, 2014, in response to a directive from the Court, the parties filed a joint statement as to the parties’ agreed-upon claims process for the class members as well as to other matters related to this proceeding. ~~As a result of these developments, the Company recorded a $9.5 million charge related to this matter during the nine months ended November 1, 2014.~~ On

September 5, 2014, the Court granted plaintiffs’ motion for attorneys’ fees, costs, and awards, and awarded $9.5 million in fees and costs to plaintiffs’ attorneys. The Court entered judgment on September 29, 2014 and, on November 21, 2014, a class member filed a notice of appeal from the judgment. As a result of the appeal, the judgment was stayed until January 10, 2015. The appeal remains pending but the judgment is enforceable. As a result of these developments, during fiscal 2014, the Company recorded a $9.5 million charge related to this matter that was subsequently decreased to approximately $8 million. The decrease of approximately $1.5 million was based on a revision of estimated class member response. On March 16, 2015, the Company, through the third party claims administrator, began mailing the class action award to class members. The Company, through the third party claims administrator, paid approximately $2.4M in cash awards to the class members and mailed 33% discount coupons, good for one year, on purchases up to $10,000, to class members that did not request the cash award. During a hearing on April 16, 2015, the Court provided additional guidance regarding the manner in which class members can use the 33% merchandise discount coupon. Specifically, the court ordered that the 33% coupons may be combined with the Company’s other promotional offers.

The Company defines an operating segment on the same basis that it uses to evaluate performance internally by the Chief Operating Decision Maker ~~(“CODM”~~(the “CODM”). The Company has determined that the Chief Executive Officer is its CODM and there is one operating segment. Therefore, the Company reports as a single segment. This includes all sales channels accessed by the Company’s customers, including sales through catalogs, sales through the Company’s website and sales through the Company’s stores.

The Company classifies its sales into furniture and non-furniture product lines. Furniture includes both indoor and outdoor furniture. Non-furniture includes lighting, textiles, accessories and home décor. During the first quarter of fiscal 2015, the Company recategorized as furniture certain products within its Bath and Contract categories, which were previously included in the non-furniture category. The Company has determined that such recategorization provides a more meaningful disclosure and is better aligned with the Company’s internal reporting. Such recategorizations are reflected in the table below.


	Three Months Ended				Nine Months Ended				Three Months Ended
	November 1, 2014		November 2, 2013		November 1, 2014		November 2, 2013		May 2, 2015		May 3, 2014
Furniture	$	274,611	$	232,898	$	730,199	$	626,712	$	272,275	$	228,035
Non-furniture		210,064		162,934		554,496		452,555		150,170		138,219

Total net revenues	$	484,675	$	395,832	$	1,284,695	$	1,079,267	$	422,445	$	366,254

The Company is domiciled in the United States and operates stores in the United States and Canada. Revenues from Canadian operations, and the long-lived assets in Canada, are not material to the Company. Geographic revenues are determined based upon where service is rendered.

No single customer accounted for more than 10% of the Company’s revenues in the three ~~or nine~~ months ended ~~November 1, 2014~~May 2, 2015 or ~~November 2, 2013.~~May 3, 2014.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations

The following discussion and analysis of the financial condition and results of our operations should be read together with our condensed consolidated financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes included in our ~~2013~~2014 Form 10-K.

This quarterly report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

Forward-looking statements are subject to risk and uncertainties that may cause actual results to differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations include those factors disclosed under the sections entitledRisk Factors in Part II of this quarterly report, in our Annual Report on Form 10-K for the fiscal year ended ~~February 1,~~ January 31, 2015 (“2014 ~~(“2013~~ Form 10-K”~~) and in Part II of our Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (the “Second Quarter Form 10-Q”~~), andManagement’s Discussion and Analysis of Financial Condition and Results of Operations in Part I of this quarterly report and in our ~~2013~~2014 Form 10-K. All forward-looking statements are expressly qualified in their entirety by these cautionary factors contained in this quarterly report and in our ~~Second Quarter Form 10-Q and 2013~~2014 Form 10-K. You should evaluate all forward-looking statements made in this quarterly report in the context of these cautionary factors.

We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this quarterly report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

We are a leading luxury retailer in the home furnishings marketplace. Our collections of timeless, updated classics and reproductions are presented consistently across our sales channels in sophisticated and unique lifestyle settings that we believe are on par with world-class interior designers. We offer dominant merchandise assortments across a growing number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, tableware and children’s furnishings. Our business is fully integrated across our multiple channels of distribution, consisting of our stores, ~~catalogs~~Source Books and websites. We position our stores as showrooms for our brand, while our Source Books and websites act as virtual extensions of our stores. As of ~~November 1, 2014,~~May 2, 2015, we operated 59a total of 67 retail galleries throughout the United States and Canada, consisting of 57 Legacy Galleries, 6 ~~Full Line~~larger format Galleries, 1 next generation Design ~~Galleries~~Gallery and 3 Baby & Child Galleries, as well as 1817 outlet ~~stores throughout~~stores.

In order to drive growth across our business, we are focused on the ~~United States~~following key strategies:

As a result of the number of current business initiatives we are pursuing, we have experienced in the past and may experience in the future significant period-to-period variability in our financial performance and results of operations. In response to some of our new business initiatives, we have recently experienced substantial increases in revenue and strong improvements in financial performance on a quarter by quarter comparison basis. The rate of growth in our revenue and the extent of improvements in our financial performance have changed from quarter to quarter based upon a range of business factors. We expect fluctuations in our rate of revenue growth and in our financial performance will continue in future periods as we continue to pursue a large number of new business initiatives. In addition, we anticipate that our ~~revenue,~~net revenues, adjusted net income and other performance metrics will remain variable as our business model continues to emphasize high growth and numerous, concurrent and evolving business initiatives.

The following table sets forth our consolidated statements of ~~operations~~income and other financial and operating ~~data:~~data.


	Three Months Ended						Nine Months Ended						Three Months Ended
	November 1, 2014			November 2, 2013			November 1, 2014			November 2, 2013			May 2, 2015			May 3, 2014
	(dollars in thousands, excluding per square foot store data)												(dollars in thousands, excluding per square foot store data)
Statements of Operations:
Consolidated Statements of Income:
Net revenues	$	484,675		$	395,832		$	1,284,695		$	1,079,267		$	422,445		$	366,254
Cost of goods sold		304,302			255,032			812,064			697,364			279,027			241,905

Gross profit		180,373			140,800			472,631			381,903			143,418			124,349
Selling, general and administrative expenses		143,685			116,940			382,230			385,312			126,389			119,571

Income (loss) from operations		36,688			23,860			90,401			(3,409	)
Income from operations														17,029			4,778
Interest expense		(5,210	)		(2,165	)		(11,612	)		(4,196	)		5,649			2,056

Income (loss) before income taxes		31,478			21,695			78,789			(7,605	)
Income before income taxes														11,380			2,722
Income tax expense		12,049			12,146			30,312			842			4,224			927

Net income (loss)	$	19,429		$	9,549		$	48,477		$	(8,447	)
Net income													$	7,156		$	1,795

Other Financial and Operating Data:
Direct as a percentage of net revenues⁽¹⁾														49	%		48	%
Growth in net revenues:
Stores⁽¹⁾		15	%		33	%		14	%		33	%
Stores⁽²⁾														13	%		19	%
Direct		31	%		47	%		25	%		39	%		18	%		24	%
Total		22	%		39	%		19	%		36	%		15	%		22	%
Comparable brand revenue growth⁽²⁾		22	%		38	%		18	%		35	%
Retail⁽³⁾:
Comparable brand revenue growth⁽³⁾														15	%		18	%
Retail⁽⁴⁾:
Retail stores open at beginning of period		68			70			70			71			67			70
Stores opened		1			—			2			2			1			—
Stores closed		1			—			4			3			1			1
Retail stores open at end of period		68			70			68			70			67			69
Retail sales per leased selling square foot⁽⁴⁾	$	372		$	364		$	1,025		$	1,002
Total leased square footage at end of period (in thousands)		821			796			821			796			857			792
Total leased selling square footage at beginning of period (in thousands)⁽⁵⁾														607			554
Total leased selling square footage at end of period (in thousands)⁽⁵⁾		575			521			575			521			605			548
Average leased square footage (in thousands)⁽⁶⁾		815			796			804			792
Average leased selling square footage (in thousands)⁽⁶⁾		569			521			559			517
Direct as a percentage of net revenues⁽⁷⁾		50	%		46	%		49	%		47	%
Weighted-average leased square footage (in thousands)⁽⁶⁾														846			783
Weighted-average leased selling square footage (in thousands)⁽⁶⁾														606			553
Retail sales per leased selling square foot⁽⁷⁾													$	304		$	297
Capital expenditures	$	30,890		$	27,005		$	69,690		$	57,622		$	29,227		$	16,515
Adjusted net income⁽⁸⁾	$	20,287		$	13,017		$	55,139		$	35,067		$	9,842		$	7,153

(8)

Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with, generally accepted accounting principles (“GAAP”). We define adjusted net income as ~~consolidated~~ net income, ~~(loss),~~ adjusted for the impact of certain non-recurring and other items that we do not consider representative of our ongoing operating performance. Adjusted net income is included in this filing because management believes that adjusted net income provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of ~~operating~~actual results on a comparable basis with historical results. Our management uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter. The following table presents a reconciliation of net income, ~~(loss),~~ the most directly comparable GAAP financial measure, to adjusted net income for the periods indicated below.


	Three Months Ended					Nine Months Ended						Three Months Ended
	November 1, 2014			November 2, 2013		November 1, 2014			November 2, 2013			May 2, 2015			May 3, 2014
Net income (loss)	$	19,429		$	9,549	$	48,477		$	(8,447	)
												(in thousands)
Net income												$	7,156		$	1,795
Adjustments pre-tax:
Legal claim^(a)		—			—		9,200			—			1,568			9,200
Amortization of debt discount^(b)		2,333			—		3,909			—			2,702			—
Non-cash compensation^(c)		—			—		—			63,155
Follow-on offering fees^(d)		—			—		—			2,895

Subtotal adjusted items		2,333			—		13,109			66,050			4,270			9,200
Impact of income tax items^(e)		(1,475	)		3,468		(6,447	)		(22,536	)
Impact of income tax on adjusted items^(c)													(1,584	)		(3,842	)

Adjusted net income	$	20,287		$	13,017	$	55,139		$	35,067		$	9,842		$	7,153

The following table sets forth our consolidated statements of ~~operations~~income as a percentage of total net revenues:


	Three Months Ended
	May 2, 2015			May 3, 2014
Consolidated Statements of Income:
Net revenues		100.0	%		100.0	%
Cost of goods sold		66.1			66.0

Gross profit		33.9			34.0
Selling, general and administrative expenses		29.9			32.7

Income from operations		4.0			1.3
Interest expense		1.3			0.6

Income before income taxes		2.7			0.7
Income tax expense		1.0			0.2

Net income		1.7	%		0.5	%

We operate a fully integrated distribution model through our stores, catalogs and websites. The following table shows a summary of our ~~Stores~~stores net revenues, which include all sales for orders placed in retail stores as well as sales through outlet stores, and our ~~Direct~~direct net revenues, which include sales through our catalogs and ~~websites (~~~~in thousands~~).websites.


									Three Months Ended
	Three Months Ended				Nine Months Ended				May 2, 2015		May 3, 2014
	November 1, 2014		November 2, 2013		November 1, 2014		November 2, 2013		(in thousands)
Stores	$	243,437	$	211,950	$	655,262	$	575,572	$	214,745	$	189,849
Direct		241,238		183,882		629,433		503,695		207,700		176,405

Net revenues	$	484,675	$	395,832	$	1,284,695	$	1,079,267	$	422,445	$	366,254

Three Months Ended ~~November 1, 2014~~May 2, 2015 Compared to Three Months Ended ~~November 2, 2013~~May 3, 2014

Net revenues increased ~~$88.9~~$56.2 million, or ~~22.4%~~15.3%, to ~~$484.7~~$422.4 million in the three months ended ~~November 1, 2014~~May 2, 2015 compared to ~~$395.8~~$366.3 million in the three months ended ~~November~~May 3, 2014. Comparable brand revenue growth was 15% for the three months ended May 2, ~~2013.~~2015. We had 6867 and 7069 retail stores open at ~~November 1,~~May 2, 2015 and May 3, 2014, ~~and November 2, 2013,~~ respectively. Stores ~~sales~~net revenues increased ~~$31.5~~$24.9 million, or ~~14.9%~~13.1%, to ~~$243.4~~$214.7 million in the three months ended ~~November 1, 2014~~May 2, 2015 compared to ~~$212.0~~$189.8 million in the three months ended ~~November 2, 2013.~~May 3, 2014. Direct ~~sales~~net revenues increased ~~$57.4~~$31.3 million, or ~~31.2%~~17.7%, to ~~$241.2~~$207.7 million in the three months ended ~~November 1, 2014~~May 2, 2015 compared to ~~$183.9~~$176.4 million in the three months ended ~~November 2, 2013. We believe that the~~May 3, 2014. The increase in ~~comparable brand revenue~~net revenues was due ~~primarily~~ to a ~~favorable reaction to~~combination of the continued strong sales of our ~~merchandise~~existing product assortment, ~~including~~as well as the introduction of new products and the expansion of existing product ~~categories~~assortment, which includes additional sizes, colors and fabrics of existing offerings. We believe our brand awareness has increased and has allowed us to further disrupt the ~~introduction of new product categories, demonstrating the power of our multi-channel business model~~highly fragmented home furnishings landscape and ~~continued~~achieve market share gain. Comparable brand revenue growth was 22% for the three months ended November 1, 2014 compared to 38% for the three months ended November 2, 2013. We believe that factors impacting the year-over-year comparability of our comparable brand revenue growth include strong customer response to the mailing of our Spring 2013 large format Source Books, the later introduction of the new 2014 products in our Galleries and mailing and delivery of our 2014 Source Books, and our pricing and promotional strategy in fiscal 2014.gains.

Gross profit increased ~~$39.6~~$19.1 million, or ~~28.1%~~15.3%, to ~~$180.4~~$143.4 million in the three months ended ~~November 1, 2014~~May 2, 2015 from ~~$140.8~~$124.3 million in the three months ended ~~November 2, 2013.~~May 3, 2014. As a percentage of net revenues, gross margin ~~increased 1.6%~~decreased 0.1% to ~~37.2%~~33.9% of net revenues in the three months ended ~~November 1, 2014~~May 2, 2015 from ~~35.6%~~34.0% of net revenues in the three months ended ~~November 2, 2013.~~May 3, 2014.

Gross profit for the three months ended May 3, 2014 was negatively impacted by $1.4 million related to coupons redeemed in connection with a legal claim alleging that the Company violated California’s Song-Beverly Credit Card Act of 1971 by requesting and recording ZIP codes from customers paying with credit cards. We expect that these coupon redemptions could continue to impact our gross margins until their expiration in March 2016. Refer to Note 15—Commitments and Contingencies in our condensed consolidated financial statements.

The increase in gross margin, excluding the impact of the coupons redeemed in connection with the legal claim mentioned above, was primarily driven by ~~improvements~~improvement in ~~our shipping~~merchandise margins and other product related costs, as well as leverage of our fixed retail occupancy ~~costs and higher merchandise margins in our core business due in part to pricing~~costs. These increases ~~across many product categories,~~were partially offset by higher ~~outlet sales.~~shipping costs and higher supply chain occupancy costs.

Selling, general and administrative expenses increased ~~$26.7~~$6.8 million, or ~~22.9%~~5.7%, to ~~$143.7~~$126.4 million in the three months ended ~~November 1, 2014~~May 2, 2015 compared to ~~$116.9~~$119.6 million in the three months ended ~~November 2, 2013.~~

The increase in selling, general and administrative expenses was primarily related to advertising and marketing costs associated with the increase in the page count of our 2014 Source Books and an increase in employment costs due to company growth.

Selling, general and administrative expenses were 29.6% and 29.5% of net revenues for the three months ended November 1, 2014 and November 2, 2013, respectively. The increase in selling, general and administrative expenses as a percentage of revenues was primarily driven by advertising and marketing costs associated with the significant increase in the page count of our 2014 Source Books. The increase in selling, general and administrative expenses as a percentage of net revenues was partially offset by employment costs, travel and entertainment expenses and other corporate expenses, all of which increased at a lower rate than our growth in net revenues.

Interest expense was $5.2 million in the three months ended November 1, 2014 and consisted of $3.2 million non-cash amortization of the convertible senior notes debt discount, interest of $1.6 million related to accounting for build-to-suit lease transactions under ASC 840, interest incurred under our revolving line of credit of $0.5 million, which represents standby and letter of credit interest, amortization of debt issuance costs and deferred financing fees of $0.3 million, interest of $0.2 million for notes payable for share repurchases and interest related to capital lease agreements of $0.2 million. In addition, we capitalized interest expense of $0.8 million for capital projects during the three months ended November 1,May 3, 2014.

Interest expense was $2.2 million in the three months ended November 2, 2013 and consisted of interest incurred under our revolving line of credit of $1.5 million, which includes standby and letter of credit interest, interest of $0.5 million related to accounting for build-to-suit lease transactions under ASC 840 and amortization of deferred financing fees of $0.2 million.

Income tax expense was $12.0 million in the three months ended November 1, 2014 compared to $12.1 million in the three months ended November 2, 2013. Our effective tax rate was 38.28% in the three months ended November 1, 2014 compared to

55.99% in the three months ended November 2, 2013. The effective tax rate for the three months ended November 1, 2014 included the reversal of a Canadian income tax contingency due to the lapse in the statute of limitations. The effective tax rate for the three months ended November 2, 2013 was significantly impacted by non-deductible stock-based compensation and other non-deductible expenses.

~~Nine Months Ended November 1, 2014 Compared to Nine Months Ended November 2, 2013~~

Net revenues increased $205.4 million, or 19.0%, to $1.3 billion in the nine months ended November 1, 2014 compared to $1.1 billion in the nine months ended November 2, 2013. We had 68 and 70 retail stores open at November 1, 2014 and November 2, 2013, respectively. Stores sales increased $79.7 million, or 13.9%, to $655.3 million in the nine months ended November 1, 2014 compared to $575.6 million in the nine months ended November 2, 2013. Direct sales increased $125.7 million, or 25.0%, to $629.4 million in the nine months ended November 1, 2014 compared to $503.7 million in the nine months ended November 2, 2013. We believe that the increase in comparable brand revenue was due primarily to a favorable reaction to our merchandise assortment, including the expansion of existing product categories and the introduction of new product categories, demonstrating the power of our multi-channel business model and continued market share gain. Comparable brand revenue growth was 18% for the nine months ended November 1, 2014 compared to 35% for the nine months ended November 2, 2013. We believe that factors impacting the year-over-year comparability of our comparable brand revenue growth include strong customer response to the mailing of our Spring 2013 large format Source Books, the later introduction of the new 2014 products in our Galleries and mailing and delivery of our 2014 Source Books, and our pricing and promotional strategy in fiscal 2014.

Gross profit increased $90.7 million, or 23.8%, to $472.6 million in the nine months ended November 1, 2014 from $381.9 million in the nine months ended November 2, 2013. As a percentage of net revenues, gross margin increased 1.4% to 36.8% of net revenues in the nine months ended November 1, 2014 from 35.4% of net revenues in the nine months ended November 2, 2013.

The increase in gross margin was primarily driven by higher merchandise margins in our core business, improvements in our shipping costs, and leverage of our fixed retail occupancy costs. These increases were partially offset by higher outlet sales, an increase in inventory related charges and deleverage in our supply chain occupancy costs.

Selling, general and administrative expenses decreased $3.1 million, or 0.8%, to $382.2 million in the nine months ended November 1, 2014 compared to $385.3 million in the nine months ended November 2, 2013.

Selling, general and administrative expenses for the ~~nine~~three months ended ~~November 1,~~May 3, 2014 included a $9.2 million charge incurred in connection with a legal claim alleging that the Company violated California’s Song-Beverly Credit Card Act of 1971 by requesting and recording ZIP codes from customers paying with credit cards. Refer to Note ~~13—~~15—Commitments and Contingencies in our condensed consolidated financial statements.

Selling, general and administrative expenses for the nine months ended November 2, 2013 included: (i) a $33.7 million non-cash compensation charge related to the fully vested option granted to Mr. Friedman upon his reappointment as Chairman and Co-Chief Executive Officer, (ii) a $29.5 million non-cash compensation charge related to the performance-based vesting of certain shares granted to Mr. Friedman in connection with the initial public offering, and (iii) $2.9 million of costs incurred in connection with our May 2013 and July 2013 follow-on offerings.

The increase in selling, general and administrative expenses, excluding the charge incurred in connection with a legal claim ~~and the one-time and non-cash compensation items~~ mentioned above, was primarily related to an increase in employment costs of $9.6 million due to company growth, an increase in advertising and marketing costs ~~associated with the increase in the page count of our 2014 Source Books~~ and an increase in ~~corporate occupancy costs associated with our corporate office expansion and upgrade of our information technology systems.~~credit card fees due to increased revenues.

Selling, general and administrative expenses were 29.0% and 29.6% of net revenues for the nine months ended November 1, 2014 and November 2, 2013, respectively, excluding the charge incurred in connection with a legal claim and the one-time and non-cash compensations items mentioned above. The decrease in selling, general and administrative expenses as a percentage of net revenues, excluding the charge incurred in connection with a legal claim mentioned above, was primarily driven by ~~travel~~leverage in our general and ~~entertainment~~administrative expenses ~~employment costs~~including professional fees and ~~Gallery preopening costs, all of which increased at a lower rate than our growth in net revenues.~~other corporate costs. These decreases were partially offset by advertising and marketing costs ~~associated with the significant increase in the~~due to higher page ~~count~~counts of our 2014 Source Books.

Interest expense was ~~$11.6~~$5.6 million in the ~~nine~~three months ended ~~November 1, 2014~~May 2, 2015 and consisted of interest of ~~$4.8~~$3.3 million non-cash amortization of the convertible senior notes debt discount, ~~$3.8~~$1.8 million related to accounting for build-to-suit lease transactions, ~~under ASC 840,~~ interest incurred under our revolving line of credit of ~~$2.8~~$0.4 million, which includes standby and letter of credit interest, amortization of debt issuance costs and deferred financing fees of ~~$0.8~~$0.4 million, interest of ~~$0.6~~$0.2 million for notes payable for share repurchases and interest related to capital lease agreements of $0.2 million. In addition, we capitalized interest expense of ~~$1.4~~$0.5 million for capital projects during the ~~nine~~three months ended ~~November 1, 2014.~~May 2, 2015.

Interest expense was ~~$4.2~~$2.1 million in the ~~nine~~three months ended ~~November 2, 2013~~May 3, 2014 and consisted of interest incurred under our revolving line of credit of ~~$3.5~~$1.2 million, which includes standby and letter of credit interest, ~~amortization of deferred financing fees of $0.5 million,~~ interest of ~~$0.7~~$0.8 million related to accounting for build-to-suit lease transactions, ~~under ASC 840~~amortization of deferred financing fees of $0.2 million and interest ~~on capital leases~~ of $0.2 ~~million.~~million for notes payable for share repurchases. In addition, we capitalized interest expense of ~~$0.7~~$0.3 million for capital projects during the ~~nine~~three months ended ~~November 2, 2013.~~May 3, 2014.

Income tax expense was ~~$30.3~~$4.2 million in the ~~nine~~three months ended ~~November 1, 2014~~May 2, 2015 compared ~~to $0.8~~$0.9 million in the ~~nine~~three months ended ~~November 2, 2013.~~May 3, 2014. Our effective tax rate was ~~38.47%~~37.11% in the ~~nine~~three months ended ~~November 1, 2014~~May 2, 2015 compared to ~~a negative 11.07%~~34.04% in the ~~nine~~three months ended November 2, 2013. The effective tax rate for the nine months ended November 1, 2014 included the reversal of a Canadian income tax contingency due to the lapse in the statute of limitations. The effective tax rate for the nine months ended November 2, 2013 was significantly impacted by our reporting a net loss before income taxes, non-deductible stock-based compensation and other non-deductible expenses.May 3, 2014.

Our business relies on cash flows from operations, net cash proceeds from the issuance of the convertible senior notes, as well as the revolving line of credit as our primary sources of liquidity. Our primary cash needs are for merchandise inventories, payroll, Source Books and other catalogs, store rent, capital expenditures associated with opening new stores and updating existing stores, as well as infrastructure and information technology. The most significant components of our working capital are cash and cash equivalents, merchandise inventories, accounts ~~receivable, accounts~~ payable and other current liabilities. Our working capital varies as a result of increases in our inventory levels and costs related to our Source Books. We believe that cash expected to be generated from operations, net cash proceeds from the issuance of the convertible senior notes and borrowing availability under the revolving line of credit or other financing arrangements will be sufficient to meet working capital requirements and anticipated capital expenditures for at least the next 12 – 24 months.

We expect that our working capital needs may fluctuate based on the timing of new product introductions. Specifically, the timing of our inventory purchases in fiscal 2015 may not be consistent with prior fiscal years as we are introducing a significant portion of our new products in the Fall of 2015 whereas in prior years the majority of our new product introductions coincided with our Spring Source Book mailing.

Our investments in capital expenditures for ~~fiscal 2014 are planned at~~the three months ended May 2, 2015 totaled $29.2 million. We expect to have gross capital expenditures of approximately ~~$115~~$140 million to ~~$125~~$160 million ~~of which $69.7 million was spent during the nine months ended November 1, 2014. Our~~in fiscal ~~2014 capital expenditures will~~2015, primarily ~~relate~~related to our efforts to continue our growth and expansion, including construction of ~~Full Line Design Galleries~~our new galleries and infrastructure investments. As an offset to gross capital expenditures in fiscal 2015, we anticipate receiving approximately $10 million to $20 million in landlord contributions and other capital inflows related to our real estate transformation and portfolio. These anticipated landlord contributions primarily relate to profit participation arrangements for our distribution center facilities. The majority of the current lease arrangements for

our new galleries require the landlord to fund a specific portion of the construction related costs directly to third parties, rather than through traditional construction allowances and accordingly, we do not expect to receive significant contributions directly from landlords related to the building of our larger format retail galleries in fiscal 2015.

A summary of operating, investing, and financing activities is shown in the following ~~table (~~~~in thousands~~):table:


	Nine Months Ended						Three Months Ended
	November 1, 2014			November 2, 2013			May 2, 2015			May 3, 2014
Provided by (used in) operating activities	$	(22,758	)	$	30,455
							(in thousands)
Used in operating activities							$	(14,379	)	$	(57,219	)
Used in investing activities		(70,113	)		(57,622	)		(33,698	)		(16,515	)
Provided by financing activities		236,642			27,024			2,837			71,283
Increase (decrease) in cash and cash equivalents		143,738			(157	)
Decrease in cash and cash equivalents								(45,167	)		(2,447	)
Cash and cash equivalents at end of period		157,127			8,197			103,767			10,942

Cash from operating activities consists primarily of net income ~~(loss)~~ adjusted for non-cash items including depreciation and amortization, stock-based compensation and the effect of changes in working capital and other activities.

For the ~~nine~~three months ended ~~November 1, 2014,~~May 2, 2015, net cash used in operating activities was ~~$22.8~~$14.4 million ~~and consisted of~~due to an increase in uses of working capital and other activities of ~~$105.8~~$39.5 million, partially offset by non-cash items of $18.0 million and net income of ~~$48.5 million and non-cash items of $34.6~~$7.2 million. Working capital and other activities consisted primarily of increases in inventory of ~~$156.7~~$42.3 million ~~to support our revenue growth~~in anticipation of the 2015 spring collection and ~~decreases~~outdoor selling season and increases in ~~other current liabilities~~prepaid expense of ~~$10.8 million related to decreases in federal and state tax payables due to payments made during the period.~~$11.2 million. These uses of cash from working capital components were partially offset by increases in accrued liabilities and accounts payable of ~~$44.8~~$7.7 million and increases in deferred revenue and ~~customers deposits of $16.3~~customer deposits.

For the three months ended May 3, 2014, net cash used in operating activities was $57.2 million due to ~~the timing of shipments made at fiscal quarter end and increased special orders.~~

~~For the nine months ended November 2, 2013, net cash provided by operating activities was $30.5 million and consisted of non-cash items of $72.4 million offset by a net loss of $8.4 million and~~ an increase in uses of working capital and other activities of ~~$33.5~~$63.7 million, partially offset by non-cash items of $4.7 million and net income of $1.8 million. Working capital and other activities consisted primarily of ~~an increase~~increases in inventory of ~~$95.0~~$29.6 million in anticipation of the ~~2013 Fall~~2014 spring collection and ~~Winter~~outdoor selling ~~seasons~~season, decreases in other current liabilities of $22.8 million related to decreases in federal and ~~in order~~state tax payables due to ~~improve our in-stock positions~~payments made during the period, and ~~reduce backorders, and an increase~~increases in prepaid expense of ~~$10.1~~$18.3 million primarily due to ~~increased~~an increase in catalog costs ~~related to our Holiday 2013 and~~associated with the Spring 2014 Source Books. These uses of cash from working capital components were partially offset by increases in accrued liabilities and accounts payable ~~and accrued expenses~~ of ~~$48.3~~$4.3 million ~~primarily due to timing of payments, increases in other liabilities primarily related to an increase in income tax payables,~~ and increases in ~~deferred revenue and customers deposits of $13.2 million due to the timing of shipments made at fiscal quarter end and increased special orders.~~accounts receivable.

Investing activities consist primarily of investments in capital expenditures related to new store openings and improvements and in supply chain and systems ~~infrastructure.~~infrastructure, as well as activities associated with investing in available-for-sale securities.

For the ~~nine~~three months ended ~~November 1,~~May 2, 2015, net cash used in investing activities was $33.7 million primarily as a result of $29.2 million in investments in a corporate aircraft, new stores, supply chain, information technology and systems infrastructure. In addition, we made short-term and long-term investments in available-for-sale securities of $19.5 million, partially offset by maturities of such investments of $15.0 million.

For the three months ended May 3, 2014, net cash used in investing activities was ~~$70.1~~$16.5 million primarily as a result of investments in new and existing stores, investment in information technology, ~~and~~ investment in supply chain and systems ~~infrastructure.~~

~~For the nine months ended November 2, 2013, net cash used in investing activities was $57.6 million primarily as a result of investment in supply chain, investments in new stores~~infrastructure, and ~~investment in systems infrastructure.~~renovations to our corporate headquarters.

Financing activities consist primarily of ~~net proceeds from the issuance of~~borrowings related to the convertible senior notes offering, borrowings and repayments related to the revolving line of credit ~~proceeds from the exercise of stock options~~ and capital ~~lease activity.~~contributions.

For the ~~nine~~three months ended ~~November 1, 2014,~~May 2, 2015, net cash provided by financing activities was ~~$236.6~~$2.8 million primarily due to ~~the $350 million convertible senior notes issued in June 2014, which provided~~ net proceeds ~~of $311.7 million after taking into consideration the convertible note hedge~~ and ~~warrant transactions, as well as the debt issuance costs. Excess~~excess tax benefits from the exercise of stock options ~~provided $7.9~~of $2.2 million and ~~net proceeds from the exercise of stock options provided $6.2 million.~~$1.1 million, respectively. The cash provided by these financing activities was partially offset by ~~net repayments on the revolving line of credit of $85.4 million,~~ cash paid for employee taxes related to net settlement of equity ~~awards of $2.1 million and payments on capital lease obligations of $1.7 million.~~awards.

For the ~~nine~~three months ended ~~November 2, 2013,~~May 3, 2014, net cash provided by financing activities was ~~$27.0~~$71.3 million primarily due to ~~an increase in~~ net borrowings under the revolving line of credit of ~~$25.7~~$63.7 million ~~as well as~~resulting from an increase in inventory purchases during the period, spend associated with our Spring 2014 Source Books and capital expenditures related to investments in new stores and our supply chain. In addition, excess tax benefits and net proceeds from the exercise of stock options ~~of $1.4~~provided $5.4 million and ~~excess tax benefits~~$3.5 million, respectively.

Non-cash transactions consists of non-cash additions of property and equipment and the issuance of notes payable related to share repurchases from former employees.

The non-cash additions of property and equipment from build-to-suit lease transactions are the ~~exercise~~result of ~~stock options~~the accounting requirements of ~~$1.4 million. This overall increase~~ASC 840—Leases for those construction projects in which we are the “deemed owner” of the construction project given the extent to which we are involved in constructing the leased asset. If we are the “deemed owner” for accounting purposes, upon commencement of the construction project, we are required to capitalize contributions by the landlord toward construction as property and equipment on our consolidated balance sheets. The contributions by the landlord toward construction, including the building, existing site improvements at construction commencement and any amounts paid by the landlord to those responsible for construction, are included as property and equipment additions due to build-to-suit lease transactions within the non-cash section of our consolidated statements of cash ~~provided by financing activities was partially offset by payments on capital~~flows.

However, over the lease ~~obligations~~term, these non-cash additions to property and equipment from build-to-suit lease transactions do not impact our cash outflows or net income within the consolidated statements of ~~$1.4 million.~~income.

In June 2014, we issued $350 million principal amount of 0.00% convertible senior notes due 2019 (the “Notes”) in a private offering. The Notes are governed by the terms of an indenture between us and U.S. Bank National Association, as the Trustee. The Notes will mature on June 15, 2019, unless earlier purchased by us or converted. The Notes will not bear interest, except that the Notes will be subject to “special interest” in certain limited circumstances in the event of our failure to perform certain of our obligations under the indenture governing the Notes. The Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. Certain events are also considered “events of default” under the Notes, which may result in the acceleration of the maturity of the Notes, as described in the indenture governing the Notes.

The initial conversion rate applicable to the Notes is 8.6143 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $116.09 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change,” we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change.

Prior to March 15, 2019, the Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2014, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of our common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the five consecutive business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. On and after March 15, 2019, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Notes will be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of our common stock.

Under GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the Notes, we separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the Notes and the fair value of the liability component of the Notes. The debt discount will be amortized to interest expense using an effective interest rate of 4.51% over the term of the Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. ~~During the three and nine months ended November 1, 2014, we recorded $3.2 million and $4.8 million, respectively, of interest expense related to the amortization of the debt discount.~~

In accounting for the debt issuance costs related to the issuance of the Notes, we allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component are amortized to interest expense using the effective interest method over the term of the Notes, and debt issuance costs attributable to the equity component are netted with the equity component in stockholders’ equity. ~~During the three and nine months ended November 1, 2014, we recorded $0.2 million and $0.3 million, respectively, related to the amortization of debt issuance costs.~~

Debt issuance costs related to the Notes were comprised of discounts and commissions payable to the initial purchasers of $4.4 million and third party offering costs of $1.0 million. Discounts and commissions payable to the initial purchasers attributable to the liability component were recorded as a contra-liability and are presented net against the convertible senior notes balance on condensed the condensed consolidated balance sheets. Third party offering costs attributable to the liability component were recorded as an asset and are presented in other assets on the condensed consolidated balance sheets.

In connection with the offering of the Notes, we entered into convertible note hedge transactions whereby we have the option to purchase a total of approximately 3.0 million shares of our common stock at a price of approximately $116.09 per share. The total cost of the convertible note hedge transactions was $73.3 million. In addition, we sold warrants whereby the holders of the warrants have the option to purchase a total of approximately 3.0 million shares of our common stock at a price of $171.98 per share. We received $40.4 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset any actual dilution from the conversion of the Notes and to effectively increase the overall conversion price from $116.09 per share to $171.98 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets.

We recorded a deferred tax liability of $27.5 million in connection with the debt discount associated with the Notes and recorded a deferred tax asset of $28.6 million in connection with the convertible note hedge transactions. Both the deferred tax liability and deferred tax assets are included in non-current deferred tax assets on the condensed consolidated balance sheets.

In August 2011, Restoration Hardware, Inc., along with its Canadian subsidiary, Restoration Hardware Canada, Inc., entered into a credit agreement (the “prior credit agreement”) with Bank of America, N.A., as administrative agent, and certain other lenders. On November 24, 2014, the existing credit agreement was amended and restated (the “amended and restated credit agreement”) to, among other things, increase the existing revolving line of credit by $182.5 million and eliminate the $15.0 million term loan facility under the existing credit agreement. Under the amended and restated credit agreement, the Company has the option to increase the amount of the revolving line of credit by up to an additional $200.0 million, subject to satisfaction of certain customary conditions at the time of such increase. ~~The~~As a result of the amended and restated credit agreement, unamortized deferred financing fees of $0.2 million related to the previous facility were expensed in the fourth quarter of fiscal 2014 and $0.9 million related to the previous facility will be amortized over the life of the new revolving line of credit, which has a maturity date of November 24, 2019.

The availability of credit at any given time under the amended and restated credit agreement is limited by reference to a borrowing base formula based upon numerous factors, including the value of eligible inventory and eligible accounts receivable. As a result of the borrowing base formula, the actual borrowing availability under the revolving line of credit could be less than the stated amount of the revolving line of credit (as reduced by the actual borrowings and outstanding letters of credit under the revolving line of credit). All obligations under the amended and restated credit agreement are secured by substantially all of Restoration Hardware, Inc.’s assets, including accounts receivable, inventory, intangible assets, property, equipment, goods and fixtures.

Borrowings under the revolving line of credit are subject to interest, at the borrowers’ option, at either the bank’s reference rate or LIBOR (or the BA Rate or the Canadian Prime Rate, as such terms are defined in the amended and restated credit agreement, for Canadian borrowings denominated in Canadian dollars or the United States Index Rate or LIBOR for Canadian borrowings denominated in United States dollars) plus an applicable margin rate, in each case.

The amended and restated credit agreement contains various restrictive covenants, including, among others, limitations on the ability to grant liens, make loans or other investments, incur additional debt, issue additional equity, merge or consolidate with or into another person, sell assets, pay dividends or make other distributions or enter into transactions with affiliates, along with other restrictions and limitations typical to credit agreements of this type and size.

The prior credit agreement did not contain any significant financial or coverage ratio covenants unless the availability under the revolving line of credit was less than the greater of (i) $17.5 million and (ii) 10% of the lesser of (A) the aggregate maximum commitments under the revolving line of credit and (B) the domestic borrowing base. If the availability under the revolving line of credit under the prior credit agreement was less than the foregoing amount, then Restoration Hardware, Inc. was required to maintain a consolidated fixed charge coverage ratio of at least one to one. Such ratio was approximately the ratio on the last day of each month on a trailing twelve-month basis of (a) (i) consolidated EBITDA (as defined in the agreement) minus (ii) capital expenditures, minus (iii) the income taxes paid in cash to (b) the sum of (i) debt service charges plus (ii) certain dividends and distributions paid. As of November 1, 2014, Restoration Hardware, Inc. was in compliance with all covenants of the prior credit agreement, and if the availability under the prior credit agreement was less than the amount described above, Restoration Hardware, Inc. would have been in compliance with the consolidated fixed charge coverage ratio described in the previous sentence.

~~Similarly, the~~ amended and restated credit agreement does not contain any significant financial or coverage ratio covenants unless the domestic availability under the revolving line of credit is less than the greater of (i) $20.0 million and (ii) 10% of the lesser of (A) the aggregate domestic commitments under the amended and restated credit agreement and (B) the domestic borrowing base. If the availability under the amended and restated credit agreement is less than the foregoing amount, then Restoration Hardware, Inc. is required to maintain a consolidated fixed charge coverage ratio of at least one to one. Such ratio ~~is calculated~~was approximately the ratio on the last day of each month on a trailing twelve-month basis of (a) (i) consolidated EBITDA (as defined in the ~~same way as~~agreement) minus (ii) capital expenditures, minus (iii) the income taxes paid in cash to (b) the sum of (i) debt service charges plus (ii) certain dividends and distributions paid. As of May 2, 2015, Restoration Hardware, Inc. was in compliance with all covenants of the amended and restated credit agreement, and if the availability under the ~~prior~~amended and restated credit ~~agreement.~~agreement was less than the amount described above, Restoration Hardware, Inc. would have been in compliance with the consolidated fixed charge coverage ratio described in the previous sentence.

The amended and restated credit agreement requires a daily sweep of cash to prepay the loans under the agreement while (i) an event of default exists or (ii) the availability under the revolving line of credit for extensions of credit is less than the greater of (A) $20.0 million and (B) 10% of the lesser of the domestic commitments and the domestic borrowing base.

On June 27, 2014, we paid off the principal balance and related interest under the prior credit agreement of $154.8 million using proceeds from the issuance of the convertible senior notes. As of ~~November 1, 2014,~~May 2, 2015, Restoration Hardware, Inc. had no amounts outstanding under the ~~prior~~amended and restated credit agreement. As of ~~November 1, 2014,~~May 2, 2015, Restoration Hardware, Inc. had ~~$381.9~~$435.5 million undrawn borrowing availability under the ~~prior~~amended and restated credit agreement and had ~~$18.1~~$12.2 million in outstanding letters of credit.

~~We enter into long-term contractual obligations and commitments, primarily debt and financing obligations and non-cancelable operating leases, in the normal course of business.~~ As of ~~November 1, 2014,~~May 2, 2015, our future contractual cash obligations over the next several periods were as ~~follows (~~~~in thousands~~):follows:


											Payments Due by Period
	Payments Due by Period										Total		Remainder of 2015		2016–2017		2018–2019		Thereafter
	Total		Remainder of 2014		2015–2016		2017–2018		Thereafter		(in thousands)
Convertible senior notes	$	350,000	$	—	$	—	$	—	$	350,000	$	350,000	$	—	$	—	$	350,000	$	—
Revolving line of credit⁽¹⁾		—		—		—		—		—		—		—		—		—		—
Operating leases⁽²⁾		601,137		18,621		133,653		106,573		342,290		583,869		56,107		127,705		98,040		302,017
Other non-current obligations⁽³⁾		534,584		20,258		100,889		53,698		359,739		558,476		17,064		54,944		65,198		421,270
Capital lease obligations		17,610		405		2,325		2,202		12,678		16,896		895		2,212		2,243		11,546
Notes payable for share repurchases		19,285		—		—		—		19,285		19,285		—		—		893		18,392
Letters of credit		18,133		18,133		—		—		—		12,233		12,233		—		—		—

Total	$	1,540,749	$	57,417	$	236,867	$	162,473	$	1,083,992	$	1,540,759	$	86,299	$	184,861	$	516,374	$	753,225

~~As of November 1, 2014, the liability of $1.1 million for unrecognized tax benefits associated with uncertain tax positions (refer to Note 9—~~~~Income Taxes~~ in our condensed consolidated financial statements) has not been included in the contractual obligations table above because we are not able to reasonably estimate when cash payments for these liabilities will occur or the amount by which these liabilities will increase or decrease over time.

We have no material off balance sheet arrangements as of ~~November 1, 2014.~~May 2, 2015.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in our consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates its accounting policies, estimates, and judgments on an on-going basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions and such differences could be material to the consolidated financial statements.

Management evaluated the development and selection of its critical accounting policies and estimates and believes that the following involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position, and are therefore discussed as critical:

For further discussion regarding these policies, refer toManagement’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates in the ~~2013~~2014 Form 10-K. There have been no material changes to the critical accounting policies and estimates listed in the ~~2013~~2014 Form 10-K.

Refer to Note 2—Recent Accounting Pronouncements in ~~the accompanying~~our condensed consolidated financial statements for a description of recently proposed accounting standards ~~that~~which may impact our consolidated financial statements in future reporting periods.

Our investments include cash, cash equivalents and both short-term and long-term investments including investment-grade interest-bearing securities such as money market funds, certificates of deposit, commercial paper, municipal and government agency obligations and guaranteed obligations of the U.S. government. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments. We believe that our exposure to interest rate risk is not significant and a 1% movement in market interest rates would not have a significant impact on the total value of our portfolio. We actively monitor changes in interest rates.

We are subject to interest rate risk in connection with borrowings under our revolving line of credit which bears interest at variable rates. At ~~November 1, 2014,~~May 2, 2015, there were no amounts outstanding under the revolving line of credit. As of ~~November 1, 2014,~~May 2, 2015, we had ~~$381.9~~$435.5 million undrawn borrowing availability under the revolving line of credit and had ~~$18.1~~$12.2 million in outstanding letters of credit. We currently do not engage in any interest rate hedging activity and we have no intention to do so in the foreseeable future. Based on the average interest rate on the revolving line of credit during the ~~nine~~three months ended ~~November 1, 2014,~~May 2, 2015, and to the extent that borrowings were outstanding, we do not believe that a 10% change in the interest rate would have a material effect on our consolidated results of operations or financial condition.

As of ~~November 1, 2014,~~May 2, 2015, we had $350 million principal amount of 0.00% convertible senior notes due 2019 outstanding (the “Notes”). As this instrument does not bear interest, we do not have interest rate risk exposure related to this debt.

In connection with the issuance of the Notes, we entered into privately-negotiated convertible note hedge transactions with certain counterparties. The convertible note hedge transactions relate to, collectively, 3.0 million shares of our common stock, which represents the number of shares of our common stock underlying the Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Notes. These convertible note hedge transactions are expected to reduce the potential dilution with respect to our common stock upon conversion of the Notes and/or reduce our exposure to potential cash or stock payments that may be required upon conversion of the Notes.

We also entered into separate warrant transactions with the same group of counterparties initially relating to the number of shares of our common stock underlying the convertible note hedge transactions, subject to customary anti-dilution adjustments.

The warrant transactions will have a dilutive effect with respect to our common stock to the extent that the price per share of our common stock exceeds the strike price of the warrants unless we elect, subject to certain conditions, to settle the warrants in cash. The strike price of the warrant transactions was initially $171.98 per share. Refer to Note 7—Convertible Senior Notes in our condensed consolidated financial statements.

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our consolidated results of operations and financial condition have been immaterial.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of ~~November 1, 2014~~May 2, 2015 our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that the information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

From time to time we and/or our management are involved in litigation, claims and other proceedings relating to the conduct of our business, including purported class action litigation. Such legal proceedings may include claims related to our employment practices, claims of intellectual property infringement, including with respect to trademarks and trade dress, claims asserting unfair competition and unfair business practices, claims with respect to our collection and sale of reproduction products, and consumer class action claims relating to our consumer practices including the collection of zip code or other information from customers. In addition, from time to time, we are subject to product liability and personal injury claims for the products that we sell and the stores we operate. Subject to certain exceptions, our purchase orders generally require the vendor to indemnify us against any product liability claims; however, if the vendor does not have insurance or becomes insolvent, we may not be indemnified. In addition, we could face a wide variety of employee claims against us, including general discrimination, privacy, labor and employment, ERISA and disability claims. Any claims could result in litigation against us and could also result in regulatory proceedings being brought against us by various federal and state agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant management time. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liability and could also materially adversely affect our operations and our reputation.

For additional information, refer to Note ~~13—~~15—Commitments and Contingencies in our condensed consolidated financial statements within Part I of this Quarterly Report on Form 10-Q.

We operate in a rapidly changing environment that involves a number of risks that could materially and adversely affect our business, financial condition, prospects, operating results or cash flows. For a detailed discussion of the risks that affect our business, refer to the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended ~~February 1,~~ January 31, 2015 (“2014 ~~(“2013~~ Form 10-K”~~) and in our Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (the “Second Quarter Form 10-Q”~~). There have been no material changes to the risk factors disclosed in our ~~2013~~2014 Form ~~10-K and our Second Quarter Form 10-Q.~~10-K.

The risks described in our ~~2013~~2014 Form 10-K ~~and our Second Quarter Form 10-Q~~ are not the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, operating results and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds

Repurchases of Common Stock during the Three Months Ended ~~November 1, 2014~~May 2, 2015

During the three months ended ~~November 1, 2014,~~May 2, 2015, we repurchased the following shares of our common stock:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Delaware		45-3052669
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

15 Koch Road, Suite JK Corte Madera, CA		94925
(Address of principal executive offices)		(Zip Code)


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) as of ~~November 1, 2014,~~May 2, 2015, and ~~February 1, 2014~~January 31, 2015		2
	Condensed Consolidated Statements of ~~Operations~~Income (Unaudited) for the three ~~and nine~~ months ended ~~November 1,~~May 2, 2015, and May 3, 2014 ~~and November 2, 2013~~		3
	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ (Unaudited) for the three ~~and nine~~ months ended ~~November 1,~~May 2, 2015, and May 3, 2014 ~~and November 2, 2013~~		4
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~nine~~three months ended ~~November 1,~~May 2, 2015, and May 3, 2014 ~~and November 2, 2013~~		5
	Notes to Condensed Consolidated Financial Statements (Unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		2526
Item 4.	Controls and Procedures		2628

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		2729
Item 1A.	Risk Factors		2729
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2830
Item 3.	Defaults Upon Senior Securities		2830
Item 4.	Mine Safety Disclosures		2830
Item 5.	Other Information		2830
Item 6.	Exhibits		2931
Signatures				3032


	May 2, 2015		January 31, 2015
Construction related deposits	$	6,308	$	9,250
Other deposits		6,188		6,193
Deferred financing fees and convertible debt issuance costs		3,444		3,670
Other non-current assets		2,918		3,793

Total other non-current assets	$	18,858	$	22,906


	Fair Value		Carrying Value
Convertible senior notes	$	270,254	$	284,272


	May 2, 2015						January 31, 2015
	Level 1		Level 2		Total		Level 1		Level 2		Total
Cash equivalents
Money market funds	$	38	$	—	$	38	$	44	$	—	$	44
Commercial paper		—		14,949		14,949		—		18,248		18,248
Government agency obligations		—		—		—		—		1,001		1,001

Total cash equivalents		38		14,949		14,987		44		19,249		19,293
Short-term investments
Commercial paper		—		18,357		18,357		—		13,996		13,996
Government agency obligations		—		57,150		57,150		—		48,172		48,172

Total short-term investments		—		75,507		75,507		—		62,168		62,168
Long-term investments
Government agency obligations		—		9,277		9,277		—		18,338		18,338

Total long-term investments		—		9,277		9,277		—		18,338		18,338

Total	$	38	$	99,733	$	99,771	$	44	$	99,755	$	99,799


	May 2, 2015				January 31, 2015
	Fair Value		Carrying Value		Fair Value		Carrying Value
Convertible senior notes	$	272,877	$	290,737	$	260,444	$	287,487


	Number of Shares		Average Purchase Price Per Share
August 3, 2014 to August 30, 2014
No activity		—	$	—
August 31, 2014 to October 4, 2014
Shares withheld from delivery⁽¹⁾		10,497		77.05
October 5, 2014 to November 1, 2014
No activity		—		—

Total		10,497	$	77.05


	Number of Shares		Average Purchase Price Per Share
February 1, 2015 to February 28, 2015
No activity		—	$	—
March 1, 2015 to April 4, 2015
Shares withheld from delivery⁽¹⁾		2,866		96.02
April 5, 2015 to May 2, 2015
Shares withheld from delivery⁽¹⁾		1,095		92.43

Total		3,961	$	95.03


			Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Date of First Filing	Exhibit Number	Filed Herewith

10.1	Tenth Amended and Restated Credit Agreement dated as of November 24, 2014 among Restoration Hardware, Inc., Restoration Hardware Canada, Inc., as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent.	8-K	001-35720	December 1, 2014	10.1

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.	—	—	—	—	X

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.	—	—	—	—	X

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	—	X

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	—	X

101.INS	XBRL Instance Document	—	—	—	—	X

101.SCH	XBRL Taxonomy Extension Schema Document	—	—	—	—	X

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	—	—	—	—	X

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	—	—	—	—	X

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	—	—	—	—	X

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	—	—	—	—	X


	Restoration Hardware Holdings, Inc.

Date: ~~December~~June 11, ~~2014~~2015	By:	/s/ Gary Friedman
		Gary Friedman
		Chairman and Chief Executive Officer
		*(Principal Executive Officer)*

Date: ~~December~~June 11, ~~2014~~2015	By:	/s/ Karen Boone
		Karen Boone
		*Chief Financial and Administrative Officer*
		*(Principal Financial Officer and Principal Accounting Officer)*

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company